Ben 10 Ultimate Heroes
by mentalist777
Summary: UPDATED AS OF JUNE 1 Spiderman loses almost everything in his world, given a second chance in a new world he has no intention of being a hero in this world but what if he is forced into joining the Alien Force in protecting the universe.
1. Chapter 1

**DISCLAIMOR: I DO NOT OWN SPIDERMAN OR MARVEL OR BEN 10.**

 **This is an alternate telling of Spiderman. In this Spiderman has rapidly lost his family and the hero community has turned their backs on him.**

 **CHAPTER 1**

 **NEW BEGININGS**

Looking back Peter couldn't believe that things had gone so wrong. In 8th grade he had been bitten by a genetically spider and lost his uncle Ben all in one year and he tried to be a hero. During freshmen year he had even dated Mary Jane and things were looking up.

Then he got fired from the daily planet. Aunt May died from a heart attack. Then Doctor Octopus and Norman Osborn, the Green Goblin, and the Red Skull had attacked New York while the other heroes were away. He had tried to save as many people as he could, he even stopped the 3 villain's plans, but in the end it wasn't enough. The death toll was in the thousands and the media portrayed it as Spiderman simply didn't do everything he could.

He went to go see the Avengers after they had called him. Only for them to tell him that he had 48 hours to turn himself into S.H.I.E.L.D. after angrily leaving some of his hero friends who weren't there spoke up for him. Captain America had a shouting match with Tony Stark right in Avengers tower trying to defend Peter. Daredevil had been helping the Chaste battle the Hand in Japan and the X-men had been battling Magneto in the Savage land.

Peter still hadn't given up completely and had gone to see MJ hopeing to ask her what she thought he should do.

Only to find her cheating on him with his best friend Harry Osborn.

So Peter gathered some clothes and supplies and burned his Spiderman suite.

Forget power and responsibility he was done being a hero and hated for his actions.

That day Peter left New York only for Nick Fury to meet him on the state line telling him that he could only hold S.H.I.E.L.D. in New York for about 3 days and told him to do his best to disappear.

That had been 2 months ago.

And since then the President had forced S.H.I.E.L.D. to hand over Spiderman's secret identity and now Peter was one of the most wanted men in America and everyone knew his face and name.

As he walked along the beach in Florida he thought about what to do. The heroes who wanted him jailed were hunting him down. S.H.I.E.L.D had blocked of the borders to Canada and Mexico looking for him. He looked at the Starry sky angrily.

"IT CANT GET WORSE THAN THIS WHATS NEXT!"

"Oh I wouldn't say that it can always get worse". A chipper British voice said behind him. Peter whirled around ready to attack whoever it was that had snuck up on him regardless of his Spider senses.

"Don't worry I'm not here to harm you but rather make you an offer that may help you." He said and Peter took a closer look at him. He looked like one on those old timey scientists you'd see in the old black and white movies his uncle Ben had liked. Strangley though the man kept messing with a pocket watch in his hand.

"What offer?" He asked. He wasn't ready to let his guard down yet. If this man wasn't with the heroes then he might be with the villains. Some of the villain groups had already offered him membership like AIM, Hydra, the Brotherhood, heck even Doctor Doom had offered him a job as one of his body guards in Latveria.

"The offer is simple. You see I am known as a time walker and unless you take my offer this will be your last sunset. As for the offer it is simply a second chance in a reality different from this one with none of the people you know here a complete blank slate." The strange man said again.

Peter's mind went into overdrive, a new start that's what he wanted but could he trust this guy he didn't even know his name.

"Who are you?" the man in question bowed dramatically.

"I am called Professor Paradox." He said as if he was proud of the name. "Though I would like to give you time to think my offer over more the group who will ultimately be responsible for your death will be arriving in…" he looked at his pocket watch. "A little over 5 minutes from now."

Peter looked down at his hands, then clenched them.

What did he have to lose?

"I'll take you up on that offer."

Professor Paradox smiled widely.

"Splendid! Let's get going shall we?" as he said this a white portal opened up in thin air and Paradox motioned him to step through. As he did Peter took one last look at his world and then turned and walked through with Paradox walking through behind him.

After the portal closed Iron Man along with some other heroes with a large amount of S.H.I.E.L.D agents led by Maria Hill arrived.

"This is where he's supposed to be so where is he?" Iron man said looking around.

"I don't know but with that annoying Spider sense he might have known we were coming and bailed. But he couldn't have gone far." Turning to her men she gave them orders. "Spread out and search Peter Parker is to be brought down by any means necessary."

As Peter walked through the portal first thing he noticed was it was day time as opposed to where he first left and the town was in a heavily wooded area he looked around.

"Where are we?"

"Bellwood." Paradox said like the towns name explained everything. Peter looked at the town it seemed like your stereotypical small town.

He thinks he'll like it here

Paradox had shown him to a new house and had somehow given him enough money to live off of until he got out of high school if he used it wisely. Although he did plan on getting a job to help with personal things, but nothing like he did at the Bugle.

He had been walking through the town trying to familiarize himself with it. The town had two highschools, a public school that he would be attending and a private school. As he walked past a place called Mr. Smoothies, walking past a group of girls his age.

After walking past them his Spider sense went off as one of the girls behind him tripped heading right towards the road and into traffic.

His battle trained reflexes went off lightning fast, catching the girl and pulling her to safety. She looked at him wide eyed. But Peter couldn't just turn his hero side off and immediately began checking her for injuries.

"Are you okay?" he asked her. She only nodded her head.

"Thank you, but who are you?" she asked him.

He almost said Spiderman out of reflex.

"Peter Parker."

 **So Peter's in the Ben 10 world if I choose to continue the next chapter will be a time skip to the beginning of UA and you'll see him being forced to use his spider powers. Now in this story one of the things I would focus on is pointing out the differences between the Spider sense, the power that warns him of danger, and his Spider senses, his 5 senses enhanced to superhuman levels.**

 **Also I am a big Peter/MJ fan and I only had her cheat on him for the sake of the story. Peter will have also developed Spider-Fu or Way of the Spider at this point which he gained by combining Kung Fu, Tai Chi and Judo along with some combat skills he's picked up over the years.**

 **So review please let me know your likes and dislikes and your ideas on the story and what could happen in the future let me know if you want me to continue with the story.**


	2. Chapter 2

**Disclaimer: I do not own Ben 10. it belongs to Man of Action.**

 **Heres the second chapter of Ben 10: Ultimate Heroes.**

 **Chapter 2**

It had been a few months since Peter arrived in this world.

Since then Ben Tennyson's identity had been made publically known. To which Peter had began to avoid as he didn't want to get dragged back into hero work, he knew he wouldn't be able to stop from helping someone in need.

So he hated today.

It had started with a field trip to the museum that had recently gained an exhibit for the Plumber, which he thought was the dumbest name ever, so far everything looked interesting. They even had some alien technology on display.

Which is why the nut jobs in knights armor probably decided to hold the place up.

Peter had been walking with his new friends Kate, Frank and Joey had been looking through the exhibits taking notes.

Well, Peter and Kate were taking notes; Joey and Frank were geeking out. Peter probably would have been geeking out along with them if he hadn't, you know, personally been friends with Tony Stark, Reed Richards, worked with the Guardians of the Galaxy and seen aliens thousands of years more advanced than Earth.

Joey was the best with technology out of their small group, he probably could have interned at Stark Industries or the Baxter building. He had brown hair and glasses and was probably one of the skinniest people Peter had ever seen.

Frank was the opposite. He was built like a linebacker, only reason he wasn't with the 'In Crowd' was because he was a sci-fi nerd. He could tell you more about Star Wars and Star Trek and other science fiction movies than most people would care to know.

Kate looked like she could have been a cheerleader with Bluish-Purple eyes and bright red hair. She was also the smartest girl in school. She was a huge fan of martial arts movies, Peter often wondered if she would be impressed with his Spider Fu.

Currently they were standing in front of a screen that told about the Omnimatrix and all the known aliens it contained. Joey and Frank were arguing over which alien was better. While Peter and Kate discussed about the possible way it allowed people to change forms.

Then Peter's Spider Sense went off.

There was a large explosion as a group of men in metal armor ran in.

"In the name of the Forever Knights stay where you are."

Peter and his friends hid behind a pillar, earlier that day the teacher had told them that Ben wouldn't be here as he had been sent on a mission. He could see Cash and JT shaking in one corner of the room. It didn't seem that they wanted to hurt anyone.

Then Peter saw them moving the alien plumber officers to the center of the room. He saw them talking to each other and listened. Peter's enhanced hearing could pick up a whispered conversation on the other side of a crowded room.

"What do you wish to do with the alien scum, sir?" one of the knights said to the one who appeared to be in charge.

"Kill them, of course. We will prove that Earth is for Humans."

Peter's eyes widened at this. They were going to execute them!

"Peter what should we do?" Kate's shakey voice asked from behind him. He turned and saw her scared look and he remembered that face, he had seen it on so many faces on _THAT_ day, faces he had failed to save.

His eyes changed, gaining a look of determination.

He was probably going to regret this later.

"Hey tin heads!"

24 armored heads turned in his direction.

"Go back to Camelot!"

"What are you doing!?" Kate practically shrieked from her hiding spot at the now standing Peter.

"Something amazingly brave or spectacularly stupid"

At this points the forever knights had gotten over their shock and one of them walked towards peter threateningly.

"Stand down boy or you'll regret it."

"I doubt I'll regret anything other than smelling your stink."

The forever knight raised his fist and sent a punch right at Peter.

Who caught it effortlessly?

"What?" the knight was shocked at this, his armor should have increased his strength yet this boy caught his punch like it was nothing.

"My turn" with this Peter sent a palm strike into his chest and sending him past the other knights and into the wall on the other side of the room, leaving an impression.

The other knights looked at their fallen comrade then at Peter then back again then finally settled on Peter.

"Kill him"

The forever knights pulled out their laser swords and pointed their blasters at him.

"Keep your heads down." Peter said to his friends. Then the fight began.

Peter leapt through the air as he dodged laser blasts. Getting into the center of the group he began using Spider Fu to flip, throw, punch and kicked his opponents.

"C'mon don't tell me you guys can't hit little old me." He quipped.

"Shut up!" a large mace wielding knight said as he swung down towards Peter, sending a large amount of debris into the air, when it cleared Peter was nowhere to be seen.

"Where did he go?"

"Ever think of looking up"

Everyone simultaneously looked upward where the voice came from.

"He's standing on the ceiling!"

With that Peter dropped down behind the mace wielding knight. Sending a quick punch the knight went flying into the wall where Peter ran up and performed a hook kick into him sending him through the wall. Then looking back and smiling at the knights he spoke again.

"Think fast"

And with that he went in like a blur punching and kicking and soon the last of the knights were knocked unconscious. When peter looked up he saw that everyone was looking at him with wide eyes.

"Dude are you related to ninja's or something?" Joey asked

"Nah, he has to be some kind of government Super Soldier" Frank said though he seemed to be in a daze.

Kate looked like she was trying to process everything that had happened.

"Peter how-" then the wall was destroyed as a large dinosaur with an hour glass symbol ran in.

"Okay it's HERO ti-" then he stopped and looked around.

"Did I miss something?" everyone turned back to Peter.

 **Okay that's another chapter done. About the Spider Fu I mentioned it before how it's a combination of Judo, Tai Chi and Kung Fu. But Kung Fu is split between many different sub groups of martial arts so in this the Kung Fu he will be using will be Wing Chun Kung Fu hopefully that helps you picture his fight scenes better.**

 **Now for some answers to your questions.**

 **Death Fury: I haven't decided if he'll have organic webbing or not yet if he does it will be a recently discovered ability as he doesn't need web shooters any more fun fact an average spider hold enough webbing to weave two whole webs. For Peters strength it will be that on average he can lift up to 10 tons put when afraid or angry or when he has adrenaline going it will go up about 15-20 tons. I actually plan on Peter gaining new abilities and upgrades because in the comics it is mentioned and hinted at by different characters that peter could gain new powers or improvements in his abilities.**

 **Arkhamknight591: I like the KevinxGwen pairing so I intend to keep put Peter will be gaining an OC love interest who will be a combination of my favorite fictional female characters. And next chapter will show a look into what's going on in the Marvel Universe and the meeting that took place as well as who were against Peter and who supported him.**

 **Please review.**


	3. Chapter 3

**DISCLAIMOR: I do not own Ben 10 or Spiderman they belong to Man of Action and Marvel Comics.**

 **Chapter 3**

 **MARVEL UNIVERSE**

 **NEW YORK CITY**

 **Daily Bugle**

J. Jonah Jamenson looked out over the city from his office. When Peter's identity had been revealed he had been enraged to the point he couldn't think straight. He had done everything he could to drag Parker's name through the mud and had then done something even he regretted.

He had also dragged Richard, Mary, Ben and May Parker's name through the mud as well.

After that him and Robbie Robinson had exchanged words and he had quit the Bugle.

Now, every morning when he got a break from running the Bugle he would always find his self thinking over whether or not he had done the right thing.

Looking back what happened that day hadn't been Peters fault.

He still remembered it.

It had started like a normal day, with him yelling at Parker over his pictures and Robbie trying to calm him down. Then the broadcast channels had been hacked and on the TV screens and radios were the Red Skull, Green Goblin and Doctor Octopus.

They had apparently joined the Skulls new HYDRA. The Red Skull felt that they needed to send a message to the world by destroying New York. First they blew up the bridges, had subs begin sinking ships and flying robots in the air to keep any planes from leaving. Basically no one in New York could leave.

Where were the Heroes you ask?

The Fantastic Four were in a different dimension. The Avengers had been in space with some group called the Guardians of the Galaxy. The X-men had been fighting Magneto and his Brotherhood in the Savage Land. Daredevil had been reportedly seen in Japan. Moon Knight, Iron Fist, Luke Cage and some of the other street heroes had been in Europe after the rumored 'Kingpin of Crime'.

The only hero New York had been Spiderman.

He appeared in the city fighting robots and HYDRA agents and saving people around the city. Even saving S.H.I.E.L.D. agents from a sinking Hellicarrier.

But no matter how much he tried he couldn't save everyone. He had beaten all 3 of the villains and shut down their death machines. But when all was said and done ¾ of the population had been killed in the attack.

Was it Spiderman's fault?

No, but everyone had lost someone and wanted someone other than the villains to blame simply because the heroes were supposed to save the day yet Spiderman had failed to save everyone like they expected.

So it quickly changed from 'why didn't you save them?' to 'its your fault their dead!'

Jonah was one of the first to print the blame on Spiderman and the rest of the media jumped in doing likewise.

And part of Jonah still blamed him, mainly because his son had been one of the victims of the attack.

It was also no secret that there was a meeting of different heroes who stood against Peter on this. At the time Jonah praised these heroes. But not everyone was against him Captain America had charged into Stark Tower in one of Tony Starks meetings and began to have a shouting match with him, although no one would say on what words were exchanged.

It was well known that some heroes had been working with Maria Hill, who had taken over S.H.E.A.L.D. after Nick Fury had been stripped of his command after refusing to go after Peter, they were looking for Peter to arrest him or take him out if need be.

On the other hand the heroes who supported Peter were also looking for him, not to take him in but to help him.

This opposing viewpoints in the hero community had come to be called the Secret Civil War.

But when he looks over the rebuilding of New York, he can't help but wonder, how many would have died if he had done nothing?

S.H.E.A.L.D. had officially stopped actively searching for him.

But, Jonah mused, were the other heroes still looking for their friend?

 **FLORIDA**

A red haired man in sunglasses sat on a beach in a meditative position.

"He was here."

"I could of told you that bub" a hairy man said.

"I can smell'em too"

"Yes but I'm betting you can't feel the residual energy signature in the air that his scent disappears into." The red head said smugly.

"Don't get a big head Murdock, first lets call Cap and tell him what we've found. Then I'll get Hank down here and see if he can find anything about your energy signature."

As he walked off to make the calls, Matt Murdock couldn't help but smirk at the next thing Logan said.

"Lawyers"

 **Base of operations for Wilson Fisk, Egypt**

Abdul was one of the Kingpin's top Intelligence officers in his organization. So he was usually given some of the best protection in this part of the world.

But his 'protection' was just taken apart by this nut job in a cape.

This person couldn't be human, he didn't even bother trying to dodge any of the bullets or attacks.

"Who are you?" he asked fearfully, as the figure walked slowly towards him.

"I am known as Moon Knight"

He grabbed Abdul's by the collar and lifted him off the ground.

"Now tell me what you know about Peter Parker!"

 **New Jersey**

Frank was walking away from one of his latest deals with a brief case full of money band four of his bodyguards.

Suddenly four gunshots rang out and his bodyguards fellover.

He quickly turned around only to see the barrel of a gun in his face. It didn't take a genius to figure out who this was.

"Punisher"

"Well ain't you smart now tell me everything you know and heard about Peter Parker and I'll just leave you for the police instead of putting holes through you

 **On some planet in the galaxy**

Peter Quill, Star-Lord, stood in front of an alien wit to pictures one was of Spiderman and the other was Peter Parker.

"Ok so this is the guy were looking for he may be wearing his costume though so have you seen him or heard of anyone like him?"

The alien looked back and forth between the photo's thoughtfully.

"Which one's his real face?"

"I AM GROOT!"

 **On an Astral plane**

Doctor Strange and Iron Fist sat in meditative states as they felt the cosmic forces for sighns of their friend.

"Great Godar!" Doctor Strange yelled out. Iron Fist quickly opened his eyes.

"Did you find anything Doctor?"

"Not really I just took a wrong turn at the planes of Qrjjjrt" he shivered

"There are somethings you can't unsee"

 **On a highway in southern United States.**

"Thanks Logan I'll start heading down that way." Said Steve Rogers, Captain America, said into the com on his motor cycle helmet. As he turned around at a nearby rest stop and began heading in the direction of Florida.

He had never once blamed Peter for what happened he had done everything he could. Even Thor had spoken up for Peter and was currently searching the 9 worlds for him and Charles Xavier was trying to use Cerebro to find him although since he wasn't a mutant it wasn't likely they'd find him, still it was better than nothing.

He wanted to make sure that he was okay, after everything he had gone through he didn't deserve this.

 **Stark Tower**

Tony had been looking over the dimensional readings he had gotten from that beach where they had lost track of the Parker boy.

He was going to do what it takes to bring Peter before a judge and hope for the best.

Still this dimensional trail was proving hard to follow or even decode, almost like someone very intelligent had tried to cover their tracks in the Time-Space continuum.

But he'd keep working at it.

 **OUTSIDE STARK TOWER.**

"DOWN WITH STARK, DOWN WITH STARK! UP WITH SPIDEY, UP WITH SPIDEY!" a figure clad in red with two swords on his back was marching back and two with sighns in his hands.

"SHOW SUPPORT FOR SPIDEY! NO CHIMICHANGAS FOR STARK!"

"Hey readers join in support for spidey!" he turns around to continue his march before turning back again.

"Oh I almost forgot! Don't forget to Review and let the author know what you think!" then he went back to marching.

 **So that's done, this was just a look at what's been going on in the Marvel universe after Peter goes to the Ben 10 verse. As you can see both sides of the heroes have found the place Peter had disappeared through and are trying to use it to find him. What do you think of this?**

 **This version of Tony Stark is based on the one from the Civil War storyline where he fights for the side he doesn't necessarily support.**

 **Any ways now to answer some reviews**

 **Johnathen: I was thinking about breaking Ben and Julie up and I agree with you that the break up in omniverse was done badly and I would try to make it more believable if I do it. I was already planning on Deadpool being in this chapter but he might make another appearance in the story. And I might put a cameo in here like in the marvel cinematic universe for Stan Lee is not mentioned by name but does something to let you know it's him.**

 **Great Saiyaman54: I think he'll where normal clothes for the most part to fit in with the Ben 10 world but he'll have access to alien technology and will build some costumes for certain situations like Vilgax or Aggregor. As for body armor I was thinking that his clothes colud have light armor underneath or be made out of a highly protective material. And I'll think about the scenes from the movies that ya'll have mentioned. As for the Symbiote I was already thinking about it and haven't decided if I'll introduce it, even though I want to, or how it'll appear and take part.**

 **Spiderbite: Thanks! I was saving parts about what happened instead of putting it in at once because this is something that Peter doesn't want to remember but I mentioned some more about what happened this chapter and why people hated him. I don't want to reveal everything at once as this is something Peter needs to confront.**

 **Rocker on: I am ashamed as a comic book fan to admit I had forgotten about Spiderverse even worse before the second chapter I had been talking with a friend about it! After reading your comment I began to think about it and he may not have gained his powers yet when Spiderverse happened so the Enheriters may not have been interested in him yet since only people with spider powers drew their interests. Or he may have been sent to safe place along with some of the other inexperienced spiderman or sent on missions that weren't highly dangerous like the spiderman from the ultimate spiderman tv show was sent on a mission where they didn't expect them to get hurt. But it is something I'll have to think on.**

 **As for the omnitrix scanning peter, I don't think it would as he is still mostly human so the omnitrix may just register him as human. Also the omnitrix tends to scan the dominant species of a planet, for example it is stated that human genetic code is in the omnitrix but the omnitrix doesn't scan tiger or elephant DNA so even if it doesn't recognize Peter as human it may register him as being from Earth and since it has human DNA it may not take his.**

 **As for the Spider sense I don't see how it could mess with his Spider sense other than a sharp spike when Ben transforms.**

 **Heres an idea for a new power that I thought of for Peter. In the comics Peters main theory on his ability to stick to things is that he can control and manipulate his electro-magnetic field to stick to things. So if he can do this the reverse should be true to where he can repulse things away. Heres an example: if Vilgax, Aggregor or Juggernaut wrapped Peter in a bear hug to crush him and he did this they would get pushed back by their own magnetic fields so it wouldn't matter how strong they were**

 **So what do you think?**

 **Please review and let me know what you think please and thank you**


	4. Mentalist777 Christmas special (all FF)

**Disclaimer: I don't own Ben 10 Naruto or Young Justice they belong to their respective owners.**

 **(Begin playing it's the most wonderful time of the year.)**

 **As the music plays an invisible man in a tuxedo, top hat and a cane in his hand begins walking through a door to the left.**

 **"** **Hello everyone and welcome to my imaginary Christmas party! I am Mentalist777 and I would like to thank you for reading my fanfics over the last month since I started."**

 **Sitting down on a rocking chair.**

 **"** **Now I would just like to point out that the reason the me in this is invisible is because none of you know what I look like, simple as that, issue two a while back people were apparently posting reviews, and I was being told that reviews were there, but I couldn't find them or read them but whatever it was is now fixed as reviews are appearing again so if your review didn't show up and you have a question or something you wanted to say then go right ahead and send the review back through."**

 **"** **Now I will probably work on, and release a few new chapters after the New Year, so be on the lookout for more chapters for the stories you like/love."**

 **"** **Until next time Merry Christmas and a Happy New Year!"**


	5. Chapter 4

**Disclaimer: I do not own Ben 10 or Spiderman they belong to Man of Action and Marvel Comics**

 **Chapter 4**

Peter flopped onto his couch as he got into his house. After he had saved the Plumbers he had been taken away for questioning. They weren't really blaming him for anything (which was a welcome change from his Earth) they just seemed interested in how he did what he did as he wasn't a registered alien or Plumbers kid.

He hadn't said anything about his powers or their origin other than the fact that he was human. After a Galvan, as he was called, came in and examined him he told the officers that Peter's powers had no alien involvement in them, and that his powers were from Earth spiders and not something called Arachnachimps.

After they had released him the officers he had saved wanted to each thank him personally (another welcome surprise as he remembered a time when he had been shot by an officer who thought he was a mutant) and he had shaken their hands. By the time he had gotten out the students and teachers had been long gone and he had missed lunch. He hadn't had dinner yet either but he was mentally exhausted and didn't want to cook right now, despite his hungry stomach.

He groaned at the thought of going back to school on Monday. With it being a Friday he had the whole weekend to hide out in his house or as he called it his 'Spider Cave'. He remembered how his Mutant friends at Midtown had been treated by the other students who idolized him and other heroes with powers and he didn't want to be the outsider again.

Kate, Joey and Frank probably wouldn't want to ever talk to him again.

Suddenly there was a knock on his door.

Walking over carefully to it he opened it to see the one thing he never thought he'd see. At his front door was Kate, Joey, Frank, Ben and his two teammates.

"Hey" Kate said "we brought Chinese food can we come in or are you just going to keep staring at us like an idiot?"

The only thing Peter could think to do was move aside and let the group of 6 into his house.

"Did you guys come here together?"

"No we met at your doorstep" Kate said looking around "Nice House"

"Thanks"

"Dude that's a nice TV"

"Thanks Frank"

"What kind of signal do you get" Joey asked

"Pretty decent"

Ben stood in front of him

"They brought Chinese food and I brought Chili fries" Peter made a face

"Is that any good together"

"No idea"

As Peter was looking at his living room and kitchen and saw that Frank was nosing around his comics, Kevin and Joey were discussing various kinds of technology both Earth and alien and Kate and Gwen were whispering and giggling over something in the corner.

What was he worried about again?

As he sat down beside Ben and Frank they began to talk about their mutual love of comics while they all ate dinner. Peter was shocked that no one had asked him about his powers yet even though you could feel that everyone had questions.

Afterwards while everyone else was talking, Kate began looking through his cabinets. Peter being curious looked back at her curiously before she spoke up.

"How can you live like this?" she asked aloud drawing everyone's attention.

"Like what?" Peter asked

"Like the fact that the only thing you have is Ramen, Pop Tarts and Hot Pockets and some soda and a jug of milk."

"And? It's not like it's that bad" that was evidently the wrong thing to say as she whirled around on him.

"Not that bad? NOT THAT BAD? This is nothing but junk food. Sure these things are fine to have every once in a while, but not every day!"

She then crossed her arms and looked at him with determination in her eyes.

"That's it tomorrow I'm taking you out shopping and we're going to get you some healthier food!" Peter rubbed his head sheepishly, he never imagined he'd ever have a girl in his house much less telling him how and what to eat.

"That's not necessary Kate I'm perfec-"

"You are going" she said emphasizing every word. At that moment Peter would have rather been fighting Doctor Doom, Kang, Thanos or all three at the same time than be dealing with his female classmate who was actually scaring him. But he was still a man, He had stood up to the Hulk before standing up to Kate should be no problem!

She hardened her glare, almost as if she could read his thoughts.

"Yes mam"

Around him he heard people try to hide their laughter as he lost his dignity

 ** _'_** ** _This girl is worse than Aunt May!'_**

Trying to get some of his pride back he spoke up.

"It's getting late you should all begin heading home"

He then heard Kate's cheerful voice

"Oh I forgot to tell you we're spending the night!"

 ** _'_** ** _Wait, what?'_**

"Hey Pete I'm not tired yet you have any video games?"

 ** _'_** ** _Huh?'_**

"Never mind I found them hey Kevin come on over and play you said you liked video games right?" said Joey, Frank still had his nose in Peter's Captain America comics which he had discovered didn't exist in this world.

"I'm going to stay in your room tonight" Kate said

"What, why?"

"Because I'm a girl who doesn't want to sleep on the couch or floor"

"What about me, do I have to sleep on the floor?"

"Don't be ridiculous! You can use your sticky powers to sleep on the ceiling or walls."

Peter groaned

Ben put a reassuring hand on his solder

"I call dibbs on the guest bedroom"

 ** _'_** ** _Crap I forgot about the guest bedroom and who invited you anyways?'_**

If Logan or half of his universe could learn how this gathering of friends had made him speechless they would have given them medals and awards.

After everything had quieted down a bit Kate had asked the question that Peter had been dreading.

"So Peter how did you get powers?"

Peter looked uncomfortable as he thought about how to answer this. Gwen could apparently sense his apprehension.

"You don't have to tell us if you don't want to"

Peter looked around the room at the different faces of his friends. He didn't know Ben, Gwen and Kevin very well but over the night he had come to consider them friends.

Maybe if he talked about it they could help him get over it. Or they could reject him.

He made his decision.

He took a deep breath.

And then he spoke.

 **MARVEL UNIVERSE**

 **Latverian Embassy- New York City**

Tony Stark and Reed Richards stood before a seated Doctor Doom.

"So will you help us?" they had put aside their personal feelings to come and ask Doom for help. They had brought the dimensional data that had been taken from the area that Peter Parker had disappeared at. They had come to Doom to ask for one of his inventions that was made to track things through time and with some recalibration it could be used to track things through dimensions as well.

"I have given your offer some thought and while the payment for this is suitable I will have to decline." He said calmly as both Tony and Reed looked shocked.

"May I ask why?" Reed asked

"It is simple, a boy of 16 had stood against 3 of the greatest threats to your country and fought with all his might only to be hated and driven away for his actions. If this had happened in Latveria I would have given him a medal and announced him as a national hero. I even asked him to come to Latveria as one of my guards, if he had protected a city that repeatedly hated him what would he have done for a country that loved him?"

Even though you couldn't see his face both Stark and Reed got the impression that he was smiling.

"Imagine that."

After Reed and Tony left Doom turned to a dark corner of the room.

"They are off the premises"

"I can't believe I'm saying this but thank you for this Doom" said Captain America as he stepped out of the shadows

"Next time you want to use my machines you may have better luck asking than trying to steal them"

"I didn't think you would help"

"After everything that the Spiderman has gone through I feel that he deserves some aid" Doom held his hand out

"Give me the data"

After Steve handed it over they began to walk down a long hallway.

"I have already celebrated the machine to search the Multiversal plane rather than the Time line"

When they got to a large table like machine Doom went about typing and reading information.

After a few hours he wrote a string of numbers and letters down before walking back over to Captain America.

"These are the codes that indicate where the energy signature says that Peter Parker has gone too now it is up to you to get there" and with that they went their separate ways

 **BEN 10VERSE**

 **Peter Parkers house**

A ghostly figure floated outside the window of the home looking in at the various sleeping teens. The figure smiled to itself.

"We've found you Peter Parker"

Then the figure disappeared right before Ben woke up and looked out the window, not seeing anything.

 **Okay another chapter done!**

 **And a cliff hangar! What will Peter choose to do?**

 **Quick question I wrote a chapter for a Ben 10/Generator Rex crossover with a 3** **rd** **universe that is an OC verse that I created as these 3 worlds work together have to work together. Should I post it? If so it would be the first time an OC of mine was one of the main characters**

 **So things are winding up in the Ben 10 verse where Peter is getting closer to the Alien Force and will soon begin working with them. Don't worry the Marvel side of this plot will work and run alongside the UA plot and you may see some marvel characters appear in some of the Ben 10 episode fights.**

 **So both sides are close to finding Peter and someone's apparently have already found him.**

 **Who is it? Let's see your guesses in the Reviews**

 **Now for some Reviews!**

 **Great Saiyaman54- He will keep the name Spiderman just like how Ben is called Ben 10**

 **Rookie- Thanks for your thoughts of the subject, I've been having a lot of problems with the idea of this and it was something that occurred to me one day. And it was simply a misspelling thing I was distracted during that time but thanks for pointing that out I'll be on the lookout for it in the future.**

 **Rocker on- Azmuth will be appearing soon. As for Dormmamu and Dagon knowing each other these beings are trans dimensional so they probably have heard of each other at least if not actually meeting. I plan on there being some interaction on the magic side of things. Also in Ben 10 Mana is the essence of all magic that Gwen and Verdona use although Charmcaster and Hex appear to use different types of magic other than Mana based magic so it does appear that there are different types of magic. As for Chi it is not said that it doesn't exist in the Ben 10verse, in Marvel it is said that Chi is a power that everyone has but they need the proper training to use it. Daredevil can use Chi to an extent but Iron Fist can do it the best and has full access to his Chi and it is stated that Chi is not magic as well so people in the Ben 10verse most likely have Chi. As for Tony meeting Azmuth who knows maybe we'll have to see. As for Azmuth creating a device that allows the combination of alien DNA and DNA from animals of that planet maybe if I can figure out how to connect it to the story. Let me ask you this though what would Azmuth and other people do when they find out about Captain America's Super Soldier Serum because even aliens in the Marvel universe have shown that making super soldiers is nearly impossible because the Serum needs to match the subjects genetic code (in other words Steve Rogers was lucky that he matched up with the serum he got in the 40's and other subjects probably would have died since they didn't match it).**


	6. Chapter 5

**Disclaimer: I do not own Ben 10 or Spiderman they belong to Man of Action and Marvel comics respectively.**

 **Chapter 5**

It had been two days since the little camp out at his house with his friends, who he learned had mainly done that to make sure he didn't disappear on them. So the next day he had rebuilt his web shooters with Kate and Joey looking over his shoulders and tonight he was testing them.

He didn't bother putting a mask on since his fight with those medieval idiots had been captured on video and everyone knew he had powers now.

"Wooooo Hoooo!" he yelled, he had missed swinging around the city. He thought back to his talk with his friends and Ben and his team. He had told them he was from another reality and that his world had costumed heroes and villains, he even told them a little about what had happened that caused him to be an outlaw and for Paradox (who he now knew was friends with Ben and his team) to come and bring him here.

His musing was interrupted when his enhanced hearing picked up screams. Swinging towards the disturbance he saw a giant…. Turtle? Yeah it was a turtle or a turtle like alien. He landed in the middle of the police and before he could ask what was going on the turtle thing began to float and spin its arms and legs sending powerful gusts of wind towards them blowing the officers and their cars away. Thankfully Peter's strength and stick-em powers he remained standing where he was. Then he noticed Gwen coming up beside him with a pink energy shield to protect her from the wind. After the wind had died down some she sent a large Magic blast at the turtle knocking him back. Turning to Peter she asked him a question.

"Whats going on here?"

"I don't know I got here right before you did, by the way where were you guys?"

"The Himalayas"

"Oh"

Kevin absorbed some metal from a car and Ben turned into the alien Big Chill. Peter not sure how to do this as he wasn't a Plumber left the Alien Force to it. After fighting for a little bit Gwen brought up something about a giant baby alien, and how this alien may not be out to hurt anyone.

"I think she's right guys" Peter said

"And you would know how?" Kevin asked

"I have a power I call my Spider sense that warns me of danger and so far it hasn't gone off once during this 'rampage' ergo I think it's safe to assume that he means us no harm. Who knows maybe he just needs to phone home"

Gwen snapped her fingers "That's it"

"Whats it?" Peter asked, confused

"Our badges have universal translators in them!"

Cool, Peter thought, he hadn't seen a universal translator since that time he had teamed up with the Guardians of the Galaxy to fight Ronin the Accuser.

Sure enough the it worked and the alien now known to be called Gallapagus. As Gwen and Kevin held the crowd back Ben and Gallapagus began to talk but Galapagus paused when his eyes landed on Peter.

"Is it normal for humans to do that?"

"No, not at all" Ben said

What they were referring to was the fact that Peter was currently sitting upside down on a light poll eating a chocolate bar.

Afterwards Gallapagus began his tale talking about his homeworld and it's people up until the moment some jerk named Aggregor showed up and killed a member of his species before kidnapping him along with four other aliens. He even told of their escape from Aggregor's ship. Apparently Ben had already run into one of the aliens in Florida named Bivalven. After Ben, Gwen and Kevin promised to personally stop Aggregor and free the aliens.

"Count me in too" Peter said. 4 heads turned towards him

"Are you sure about this?" Ben asked, Peter may not have told him everything but it was enough to know that the hero thing hadn't ended well for him.

"Yeah, I'm sure I can't ignore someone in need, I was raised better than that."

After the Plumbers escorted Gallapagus away, Ben grabbed Peter by the shoulder.

"Come on, we need to stop by HQ and get your badge and introduction out of the way"

As Peter followed he couldn't completely believe that he was now 100% back in the hero game and a member of an alien Avengers team no less.

He couldn't help but wonder how things would change from here.

 **Anodine**

A portal opened up in the air and out of it came a man in a long red cape.

"By the eye of Augomoto this is not Earth or any version of it a strong mystical energy must have diverged my path, apologies Captain."

"Don't worry too much about it Strange we just need to find an alternate path to this universes Earth. Daredevil are you picking anything up with that Radar Sense of yours?" said a shield carrying man decorated in red, white and blue.

A man in a red devil costume shook his head. "There's some kind of energy in the air and it's like trying to look through a fog, it's not easy"

"This worlds Feng Swey is leaning towards the mystical arts rather than the feel of technology" said a clam monk like voice.

"Well Strange did say that it was a strong mystical force that got us here" said a large man with dark skin wearing a yellow shirt.

"Quiet Cage this place doesn't smell right"

"Calm down Logan we're in some kind of building so that means this world must have intelligent life on it and we don't want to get into a fight if we can help it"

"Well if you want to get to Earth then I may be able to help you with that but I think introductions are in order first, I am Verdonna"

The flag covered hero stepped forward.

"Hello I'm Captain America and these are my friends Doctor Strange, Daredevil, Iron Fist, Luke Cage, Wolverine and-" he paused for a moment.

"Um, Where are the Guardians?"

 **Galvan Prime**

Azmuth was giving a public speech in one of the Galvin gatherings of thinkers when a portal opened up in the air and a group of strange creatures fell out.

Once they had gotten back up, one that looked human took on a confused look before looking around.

"Hey where did everyone go? This isn't Earth, and who are these frog people?"

"I AM GROOT!"

Azmuth sighed

He had a feeling things were about to get very complicated.

 **Alright another Chapter done woo hoo! Some Marvel heroes have finally made it to the Ben 10 verse, just not where they wanted to be so what'll happen next?**

 **Now for some reviews**

 **Johnathan: Thanks for the complement! About Professor Paradox talking to them about how they're fictional in another universe that's a maybe, too far to make any permanent plans at the moment. Stan Lee won't be mentioned by name most likely but you will DEFININTLY recognize that's it's him in the cameo. Not sure about the 4** **th** **wall alien I'll have to think on that. As for Deadpool appearing in the Ben 10verse you'll have to wait and see.**

 **Great Saiyaman54: Don't worry any time skips now will go along with like how Ben 10 went episode to episode so no more major time skips.**

 **Death Fury: You'll find out about the Shadow later. Magic and Chi will appear but won't play a huge part so don't worry too much about it.**

 **Otakubabes: if you want to write it I'd give it a read but I don't think I could write it but it sounds like an interesting idea.**

 **Rocker on: Well you technically could become a Super Soldier you would just need the serum customized to fit you (When you think back to the fact that Steve Rogers got the serum in the 40's it just helps you think about how lucky he was it worked.) as for arachnid based hero names I probably choose something like Arachnid. Your right about Azmuth probably being able to make a super soldier serum but I'd think he'd be impressed as Steve is like what a human would become if the ultimatrix made a human go ultimate. Don't worry about showing your geeky side I enjoy you putting your knowledge of science in your reviews. Now Azmuth may choose to go with the gene combo thing or Albedo or Azmuth's assistant so I'll have to think on it.**

 **Yes the omnitrix scanning all DNA makes sense but we haven't really seen it so I'll have to give that some more thought. Now as I've shown this Chapter Cap and allies have arrived! But Iron Man and his group won't be far behind. As for Deadpool coming over who knows, Maybe? Honestly I have a hard time writing Deadpool. As for Azmuth being Peter's Lawyer I haven't come that far in planning this story but in the Ben 10 series it's been shown that Azmuth shows little to no interest in anything that doesn't attract his scientific curiosity, so being a lawyer may be something he is not great at but maybe his cousin or brother or something is a lawyer, who knows? But it is an interesting idea. As for Peter being on Azmuth's good side and saving a couple of planets Peter is officially joining the Plumbers and Alien Force in this chapter so planet savings not out of the question, also Azmuth may be impressed by Peter as Reed Richards and Tony Stark have both said that Peter is smarter than they were at his age, so Azmuth may want to see what he can do if someone with greater intelligence gives him a chance.**

 **Well thank you for reading and have a nice day.**

 **Please Review**


	7. Chapter 6

**Disclaimer: I do not own Ben 10 or Spiderman, they belong to their respective owners.**

 **Chapter 6**

At Mr. Smoothies, Peter stood beside Gwen and Kevin as some of Ben's fans came to buy collectible smoothie cups and meet their hero.

It had been almost a week since the Alien Force had ran into Pandor. Peter had missed that fight because that had also been the day that he had officially gotten his Plumbers badge and had been shown the ropes by Max Tennyson.

He had gone on a few patrols with his new team and had actually become quite popular with the news calling him 'The Spiderman'.

Heck, Will Harangue had even started picking on him almost as much as he did Ben calling him a menace (Which he found strangely nostalgic).

"So Ben, nice turn out from your fans the wanna bens"

"Actually the real fans like to be called Benaddicts" Ben said to the reporter

"He put dumb in stardumb" Gwen said

"Fame turns everybody into a nimrod" Kevin said

"Yep, perfect example Tony Stark" Peter said

As they talked about how long they thought it would take until Ben's pride got the best of him, Peter over heard the reporter ask Ben about the destruction that seems to follow him.

"Destruction? Me ?" Ben said as Peter face palmed.

"saying stuff like that is like asking for something to happen."

Spider Sense

Right then the wall blew to smitherings as Peter shot Ben a 'this is your fault look'

"What? It's not like I wanted this to happen!"

"There are somethings you just don't say, dude"

With that Ben told the reporter that this was a total coincidence before being ingulfed in a green light.

"Spider Monkey!"

Peter looked at the alien, sizing it up.

"Don't make me pull copyright on you"

"It's Hero time" Ben said ignoring Peter.

"Give it a rest will ya" Kevin said heading after Ben.

"Did I just get ignored by a poor excuse of a alien monkey version of me?" Peter asked out loud.

"Yes" Gwen said

As the 4 heroes made a defensive line the Forever Knights ran towards them… then took a sharp left towards the counter.

"Wait, now petty criminals dressed as knights are ignoring me?" Peter said confused.

"Their ignoring us too" Spider Monkey said.

"I still fill like that alien is a rip off of me"

"Get over it, theres a whole planet of these guys and one of you"

Before they could continue their banter Gwen put her hand between the two and pointed at the forever knights.

"Oh right forgot about them" Peter said

"Is it just me or are you guys seeing this too?" Gwen asked as the four watched the knights cart off one of the smoothie machines.

"Thirsty?" Kevin said

"Or crazier than Dead pool" Peter said

"That's the unkillable guy from your world right?" said Kevin

"Yep"

They were interrupted as one of the knights grabbed the store manager by the collar and demanded the 10th Ben 10 collectible cup, before slicing cardboard Ben in half.

"Hey, I was gonna ask the store if I could keep that!"

With that Ben/ Spider Monkey leapt into action.

"Seriously am I the only one that thinks that is totally copying me, what's next, is he gonna copy my quips?"

As Ben knocked a knight away, much to the cheering crowds excitement he turned to them.

"Thank you, thank you. Yes I am amazing!"

"Hey I'm the Amazing Spiderman here!" Peter said.

With that the Knights launched an attack on the Alien Force.

Peter began dodging with his enhanced agility and Spider Sense. He grabbed one of the knights and swung them around knocking several back.

"Forever Knights, we have our prize retreat!" and with that they began to run away with the crowd of fans blocking the Alien Force from following.

"I've got them!" Peter said as he jumped on the ceiling before firing blasts of webbing that seemingly exploded on impact, wrapping the Knights up.

"What was that?" Kevin asked.

"Impact webbing, though this is the first time I've gotten the chance to try it out."

With that the knights teleported away

"Aw,Cmon!"

 **AT THE HOME OF JIMMY JONES**

"Wow"

"Yep"

"Wow"

"Uh, no offense kid but are you ok you've already said that?" Peter said

"Yeah, but you're the Amazing Spider-Man!"

Peter through his hands into the air

"Finally someone gets my name right in this world!"

Jimmy turned around to his computer and began typing, pulling up all kinds of different news articles and reports on normal criminals being stopped by a spider powered hero

"When I first saw these I thought it was Spider Monkey but when the witnesses said it was I human I knew it was you!"

"That's nice Jimmy but about that favor I asked about?" said Ben, annoyed that possibly his biggest fan was so interested in his new teammate.

After talking about the different odd crimes he forever knights had been committing and how impossible it would be to get in touch with them, a forever knight's face lit up the screen.

"Sorry James but you've picked a bad time"

After that the team headed for the address Jimmy had given them but when they got there the castle was in ruins.

"someones destroying the forever knights"

"Did they use some kind of bomb?" Gwen asked as Peter put his hand on the ground near the castle

"No it's like some kind of vibration based attack"

Ben looked at him curiously "How can you tell?"

"Enhanced spider senses, I can feel the aftershocks of the force used. Its faint but still noticeable."

After they left and Jimmy communications being cut off. They arrived at the Forever Knights main castle.

"I've been meaning to ask this. Bellwood's a small town so why it is that nobody raises so much as an eyebrow that there are dozens of medieval castles scattered around?"

The other three just looked at Peter, then at each other before shrugging

"So sneaking in is not an option" Gwen said

"That's okay stealth was never what we were good at" Ben said

"Speak for yourself I was great when it came to stealth" Peter said

Then Ben transformed in a green flash of light revealing Jetray. Flying into the sky he began to do confusing aerial moves drawing the Forever Knights aim.

"If we were trying to be stealthy that light show would have given us away."

As Peter, Gwen and Kevin made their way towards the entrance peter webbed up one of the entrances guards while Gwen used her Mana to hit the other one and Kevin absorbed the metal from the bridge. Jumping into the castle before the door shut Kevin used his strength to grab it and throw it at the Forever Knights inside.

And so they fought with Peter using his various skills to maneuver around the bad guys. But he couldn't help but notice that a lower form of the vibration could be felt in the ground almost as if it was currently being passive. Peter couldn't help but wonder if this was an alien that was the cause of this.

As they ran through the halls of the castle they came across a platoon of Knights. As they prepared to fight. There was an, or at least Peter thought so, annoying voice that reminded him of Turk.

"Guys, guys c'mon these are my friends. Now go clean my room it's a pig sty in there" as the nights left Peter could hear them grumbling. Most of it was unkindly to the porcupine, person, thing.

"Oooooh , Is that a new guy? I'm hurt Benjy, I thought that after everything we had been through you would have thought of me first"

"You know this guy?" Peter asked, he got a bad vide from this guy, oh wait, that was his Spider Sense telling him not to trust this guy.

Ben motioned with his hand in a 'We'll talk about this later'

"Alright Argit whats the scam"

As Kevin and Argit began to argue Peter had began to lean on the wall feeling the vibration and trying to figure out where it was coming from.

Wow, that was weird. It was almost like the source of this strange feeling was getting closer and now his Spider Sense was going off

"Uh, Guys?"

Suddenly a yellow Armadillo like alien appeared crashing through the wall. It hit both Kevin and Ben while Gwen threw up a shield. Normally Peter would have jumped in and tried to help but this new feeling and the sudden increase in vibrations his body was receiving made him feel both dizzy and nauseas at the same time. Normally he could control his senses enough to keep them from getting overloaded but he hadn't reacted fast enough this time. Suddenly the yellow alien began to shake creating an earthquake.

It was at this point that Peter passed out.

When he woke up he noticed he was with his team mates and the alien version of Turk.

"Are we in a dungeon?"

After Argit told them that the Forever Knights and some creepy leader of there's was going to kill Andreas Peter leapt into action, running full speed towards the door. Now a normal person would have just hit the metal bars and hurt themselves. Especially since the metal was probably alien in origins.

Except for one thing

Peter on average could lift 10 tons and outrun speeding cars

So him vs. gate of alien metal

The gate didn't stand a chance

The lone Forever Knight that had been guarding them ended up getting thrown against the wall along with the gate.

"Follow me"

As Peter followed the vibrations they eventually made their way to a chamber where Andreas was being held down as the forever knights read the official forever knight execution rules too him, which Peter thought was kind of dumb

After Argits failed attempt to run away (Peter just knew that Argit had to somehow be related no matter how many universe apart they were) they began their fight with the forever knights

"So do you guys still burn witchs at the stake along with aliens, wait since I'm a mutated human what would you call me, I mean I'm not a witch so, oooh how about witchbreed?"

"Would you quiet you childish- uhh!" the Knight said as Peter kicked him in the face

"I'm sorry were you saying something?"

Suddenly the creepy head forever knight whose name Peter didn't care to remember, suddenly set the vibration cannon on some kind of self destruct before teleporting out with the rest of the knights.

Peter had been prepared for the vibrations affects this time so he was unaffected as he ran towards the device.

"Your smart can you shut it off?" asked Kevin

"If you gave me a month, this is alien technology I don't understand how it's set up yet" Peter said back

"You guys head out of here I'll stay" Ben said

"Great idea Ben can stay" Argit said eager for any plan that could save him. Kevin shook his head.

"Won't matter this blast will take out at least 5 blocks" Argit looked frightened for a moment before his face lit up

"Andreas can do it!"

After a moment of debate between Ben, Gwen and Argit it was decided to leave Andreus behind to suck up the shock of the explosion. On the way out Peter looked back at the alien as the guilt had already began to take hold of him as he said a silent prayer that Andreas would live through this

After the castle collapsed they began looking through the rubble for Andreas. After they couldn't find him Peter clenched his hands into fists remembering the faces of those he couldn't save THAT day.

He then heard Argits frantic cries about how he had lost everything. Peter turned around, ready to rip the guy in two when he was satisfied to see Kevin give the little creep a solid punch.

"He loved you, he trusted you and you used his feelings and now he's gone!" Kevin said as Gwen and Ben held him back. Peter stayed silent as if he did anything he would rip Argit to shreds

"Sometimes I don't get any of you" Argit said

"No you wouldn't" Gwen replied not meanly, but as if she was merely stating a fact.

As they left Kevin, trying to get his mind off the situation, turned his head towards Peter

"What was that thing you did back there?"

"Huh?" Peter asked confused

"You know after I decked Argit and you turned around you had fangs and blood red eyes"

 **Ok another chapter done! I decided to skip the Pandor episode because I just couldn't figure out how to get Peter to be a major part of that episode.**

 **Now I referenced Turk in this chapter and some of you may not know who that is. He is a criminal who is pretty much the punching bag for whenever the street heroes of Marvel needs to get answers and he is a lot like Argit. He is normally a Daredevil villain but he has also ratted out other criminals to Spiderman, Moon Knight, Punisher and the Heroes for Hire Luke Cage and Iron Fist.**

 **Did you guys know that Peter once lifted over 40 tons!**

 **Also I was thinking about expanding the Spider Sense as it is mentioned that most spider powered people don't tap into it completely. For instance in one alternate reality an assassin spiderman's spider sense was so strong that he could not only sense a sniper bullet coming but sense the exact location of the sniper and hit him with a bullet, Miles Morales Spider Sense was able to send him a vision of Galactus who was in deep space on his way to Earth**

 **Time for reviews**

 **HVulpes2.0: thanks for that info on chadzmuth**

 **Rocker on: I have seen you other reviews thanks. I'll have to give the idea of the omnitrix scanning some marvel characters more thought. You'll find out what caused the guardians to go off course later on. I meant to go back and add more to it when I was writing but got destracted and forgot thanks for noticing. You will have to wait a chapter or two before you see interaction between the Alien Force and the Pro-Peter group. The idea for the 'splicerex' is interesting and I can see how it could be good but I can also see how it can be bad so I'm hesitant to use it, we'll just have to wait and see.**

 **Great Saiyaman54: I haven't forgotten the car scene, don't worry I have a plan for it.**

 **Chimera629: That's one of the things that I wanted to point out to the reader in this story no matter what Peter goes through he can't help but interfere and save people when he see's them in need.**

 **Thanks for the reviews**

 **Please review and thank you for reading and have a nice day!**


	8. Chapter 7

**Disclaimer: I do not own Ben 10 or Spiderman they belong to their respective owners.**

 **Chapter 7**

Peter walked down the streets of Bellwood on his way to see Kate.

Was this a date, you ask?

No, not in Peter's mind it was not.

He had been so busy with getting up to date on Plumber duties that he hadn't had time for his non-hero friends. So when Kate had called him to meet him Friday night he was all for it.

Although now that he thought about it she had seemed to emphasize that it would only be the two of them.

But that didn't mean anything, right?

 _'_ _Focus Parker!'_ he told himself

As he arrived in the towns only movie theatre he saw Kate, and quite frankly his voice got caught in his throat.

She was dressed in a white dress with a silver necklace that made her red hair and blue eyes stand out.

 _'_ _Oh crap, this is a date!'_

Then she looked over and saw him, immediately her eyes lit up with happiness.

"Peter, over here!"

Almost as if on autopilot he began to walk over as he eternally panicked.

As he stood there beside her for a moment neither one of them said anything.

 _'_ _Come on, Parker! You've faced Galactus! This should be easy in comparison just say something!'_

"You look beautiful!" he blurted out, before his brain caught up to what his mouth had said.

 _'_ _I can't believe I just said that!'_

"Thank you!" Kate said, blushing.

"So what movie are we watching?"

"War of the Clans, it's where two ninja groups fight each other, one group is the Arm who serves this freaky demon and wants to take over the world, while the other is the Head which fights them, it's a great series!" she said

As Peter heard this he couldn't help but think that this was eerily similar to the story that Daredevil told him of the Chaste vs. the Hand.

They watched the movie, and while martial arts movies weren't his thing, he certainly enjoyed watching Kate get excited whenever the blind protagonist (or as he thought of him, the Daredevil rip off) began fighting the villains with all of the elaborate moves that, in his experience they didn't do. Heck, in this movie the ninja's seemed to have the bad habit of walking in plain view of their enemies and talking to them.

In his experience with the Hand they didn't jump in front of you, they stabbed you in the back.

After the movie they went to the burger shack and talked while having dinner. It seemed fun and this was the most normal thing Peter had done in a long time.

So as he walked her home he was disappointed that the night was ending.

"I had fun" she said

"Yeah, I did too" Peter said with a small smile on his face.

"So does that mean that you would want to do this again, just the two of us?"

"Yeah, I would definitely like that"

Kate smiled at that as they had finally reached the front door of her house.

"Well then how about next Friday, If you're not saving the world that is?"

"Yeah I'd like that"

"Good, well then don't disappoint me Mr. Peter Parker"

And with that the most amazing thing that happened that night happened to Peter.

She kissed him.

Afterwards she slipped into her house leaving behind a quick 'goodnight'. With Peter standing there for a little while after trying to wrap his mind around what had just happened.

What finally snapped him back to reality was his Plumber badge going off telling him he had work to do.

Maybe some of his teammates could help him with this, because he was pretty sure that his brain had been fried.

 **Elsewhere at a secret location**

Argit had arrived at the meeting spot that the buyer had asked him to meet at.

"I am happy to see that you have made it here so we could do business" a voice said.

Argit turned and saw a white haired man walking towards him.

"Hey, Doctor Animo, you have the money right?"

"Of course I do I suspect that you have the merchandise in question?"

"Right here, one of the few things I managed to hold onto after I lost the Forever Knights and Andrais"

Animo set the briefcase on the table opening it for Argit to see.

"Man, do I love the look of money" he went to grab the case but Animo shut it.

"Give me what I am paying for first"

"Alright, here you go"

It was a metal thermos almost the size of a jug of milk.

Animo pushed the money towards Argit already losing interest in the alien criminal.

As they went their separate ways Argit muttered too himself.

"Must be crazy paying this much for a dead Galvanic Mechamorph Symbiote"

However, at Animo's hideout he pulled out the container holding the black liquid, the normally glowing circuit like pattern was now a dull, lifeless, and green.

Animo smiled as he looked at the object.

"The Tennyson brat can only use these creatures to merge with technology, However when I am through it will merge with living creatures"

He smiled sinisterly to himself.

"Time to commence Project: Venom!"

 **Back on Marvel Earth**

Bruce Banner had come to Nevada to work on some of his projects in peace and quiet.

All had been going well until a certain Thunder god had popped by, unannounced.

"So let me get this straight, both Captain America and Iron Man are planning to go, or have already gone, to an alternate reality to find Spiderman for different reasons and your upset that neither of them invited you" Bruce said

"That would be correct Doctor, so I came to ask thy other self, Hulk to join me in beating both side there to prove that they should have sought the aid of Thor Odinson"

"Well-" Bruce began only for Thor to interrupt him

"Heimdall can see into all the 9 realms but if he so desires he can look into other worlds as well and find the young Spiderman for us"

"Isn't that kind of cheating?"

"Nonsense, now I am certain that you could be of use in my voyage with your intelligence, doctor and the fact that you are also the Hulk is an added bonus, now come and let us embark on this mighty quest!"

With that Thor slung Bruce over his shoulder.

"Now hold on a moment!" Bruce tried to get out, however Thor yet again beat him to the punch.

"Heimdall, Portal!"

And in a flash of thunder and lightning they were gone

 **Elsewhere**

Elsewhere Rick Jones and Betty Ross were on their way back to Bruce's lab with their lunch when Rick stopped the car for a moment.

"Rick is everything okay?"

"Did you hear thunder?" he asked looking into the cloudless sky

 **Okay that's done!**

 **Sorry for not updating any stories lately, but I have been busy with school stuff and haven't had time to write anything.**

 **This was originally meant for Valentine's Day, but as you can see I am late on that. I wanted to show the OC love interest some and see the geeky, socially awkward Puny Parker that we all know from the comics.**

 **You see the cameo for this worlds Venom. I based this version on the Ultimate venom symbiote which was man-made.**

 **Let's do some Reviews!**

 **Death Fury: you'll see about the new changes that will be happening to Peter soon**

 **Rocker on: He was just getting to know his teammates, kinda like how the Avengers have a game night every now and again where they play different games, but most famously poker. I haven't decided on a Beta but thanks for your impute, I hope you liked this chapter.**

 **Dark D Phoenix: the reason the heroes tracking down Peter seems to be going fast is because I'm using it as kind of a sub plot and I have a larger plot in mind but I will try to slow down some.**

 **Will Temple: I never really watched it growing up and was never a huge fan anyway but if you want to try it, then go ahead, it does sound interesting.**


	9. April Fools day special!

**Disclaimer: I do not own Ben 10 or Spiderman or any other fictional characters that may appear in this**

 **April Fools!**

Peter swang through the city singing to himself

"Spiderman, Spiderman, does whatever a spider can spins a web any size catches thieves just like flies!"

He finished the song as he flipped in mid air and landed on a light poll

"LOOK OUT! Here come the Spiderman!"

"SHUT UP YOU FREAK! SOME OF US ARE TRYING TO SLEEP!"

Spidey shrugged to himself

"Whateves, hey lookey what I see!"

There was a man trying to break into a car

"Let's have some fun"

 **IMAGINARY BREAK**

As the thief finally managed to break in he slid his hands over the steering wheel. Man he got lucky tonight this thing was the latest model.

"Excuse me but I don't think this is yours"

The man spun in his seat

"Who are you?"

"I'm Spiderman"

"How'd you even get in here it was locked

"BECAUSE I'M SPIDERMAN!"

The man looked at Peter confused

"Did you shrink down into a small spider and crawl through the cracks in the door?"

Peter's shoulders sagged

"Nobody would question how Batman got in so why do they question me?"

The thief looked thoughtful for a moment

"Well Batman is a ninja"

"Yeah I can't argue with that, even Daredevil has done the car thing before"

They just looked at each other for a moment

"You do realize I'm here to arrest you and take you to the police right?"

"Right I forgot about that"

It was then that the thief jumped out of the vehicle and ran away only for peter to land in front of him after an amazing leap

The man pulled out a knife

"Oh tiny knives, my one weakness!"

Only for Peter to web the hand that held the knife to the wall, then the other before webbing the thieves mouth shut and for good measure hitting him with a web crotch shot

As the police arrived he saluted them before swinging away on his web before leaving with the last thing anybody heard being "UP, UP, AND AWAY!"

 **At Peter's house**

Peter noticed that the lights in his house were on and that there was booming music coming out.

"What in the world?"

He walked up and opened the door as he saw what was inside

Someone had thrown a party in his house without him knowing!

But more important than a party was the attendance!

He walked up to Andreas

"Didn't a castle fall on you making us think you were dead?"

"Yes, but there was a party and Andreas wanted to come!"

"Ok then, have fun!" Peter said going further in and seeing who else was there.

He saw Kate, Vilgax and Star-Lord playing a Dancing video game while Rocket Raccoon and Goot threw random stuff into his blender and then served it to guests

Ben, Kevin, Frank, and Joey were playing blindman's bluff with Daredevil

They didn't stand a chance

"HEY, EVERYONE TIME FOR KAREOKE"

Peter went pale at the sound of that voice

No, please, anyone but _HIM!_

"As it was my idea me and the voices in my head will go first by the writers decree!" Deadpool said

Peter then turned to a conversation on the other side of the room

"You're right, kids show no respect to their elders these days" Captain America said to Max Tennyson and Old George

"What are you doing here?" Peter said pointing at Captain America "You're not supposed to show up in this story yet!"

"And you" he pointed at old George who was sipping some punch "You haven't even appeared in this story yet"

George just shrugged his shoulders

"The Author" he said as if that explained everything

Then Kate ran passed him

"I'm going to get in my bikini and jump in the pool!"

Now Peter's male hormones fired up at that statement and it took his brain a moment to process it all

When he did he blinked in confusion

"Since when do I have a pool?" He said

 **There's an April Fools special for ya!**

 **I tried some simple comedy and finally put in the car scene**

 **Now I apologize for not updating lately but another one of my stories** ** _'Scars'_** **has been in high demand lately and mix that with the fact that I haven't had much time to work on any of my fics then everythings been pushed back**

 **But the next actual update will include the alien Raad I've already got that chapter planned I just need to have time to re-watch the episode and write it.**

 **Hopefully I can get that done soon. I enjoy writing and letting people read my stuff so I want to get this out but I've got finals coming in about two months in May or June can't remember for sure, but my school is pushing us harder so I ask you all to try and be patient, thank you**

 **Now for something else that ive decided to include in the new chapter for my stories**

 **I had an incident a while back on one of my other stories where I had to delete a review because it was filled with horrible language, if you want to insult me in a review then you are free to do so and you can see I have negative reviews in my stories that are still there but I want to be respectful to everyone that reads through the reviews so please refrain from swearing in your reviews as a respect to other readers thank you.**

 **Now for your favorite part of these Author Notes**

 **(DRUM ROLL PLEASE)**

 **Reviews!**

 **Guest: I'm going to assume that you're the same person who left different reviews. I like MJ because her personality goes well with Peter, he's socially akward and has a hard time coming out of his shell to socialize but MJ is very social and tends to drag him out of his shell and help him interact with more people. Yeah there probably would be complications if the DNA was scanned. They didn't check power origin because the Plumbers still probably have a privacy rule and Peter had done nothing wrong and they were just curious. Peter is a central figure but there are other spider powered people not related to Peter. He didn't stand up to Kate because A) it was mainly for humor and B) Peter tends to try and avoiding making the women in his life like Aunt May or MJ mad. I believe I mentioned that Paradox had arranged all that stuff for him but I could be mistaken and I meant to include it. You'll have to wait and see on the invention thing. Ben, Gwen and Kevin merely wanted to learn more about him and it isn't the alien DNA that makes Kevin Crazy it's the energy from the Ultimatrix. It is mentioned in the comics that DD can use Chi to an extent. Ben is good friends with Johnny Storm who is similar in personality to Ben. The situation involving what turned people against Peter will appear more when the Marvel heroes appear on scene. Actually Ben and co have not gone through the academy yet either and are merely deputized.**

 **Gwencarson126: thank you I'm sure deadpool appreciates it**

 **Guest: the meeting will be interesting without a doubt**

 **Pikachukite: Sorry for not updating sooner, hope you enjoyed this April fools fun!**

 **Rocker on: Gentle!? PLEASE DON'T HURT ME! Kidding :)**

 **There will probably be some green coloring with the whole Ben 10 theme, you didn't lose me at lick I live in the south so I've heard it plenty of times. Yes the beeping has to do with Raad I only wish I could have gotten that chapter out before this one. I was thinking martial arts movies and similarities to marvel and Daredevil came to mind if you want to know what the clothes of the movie one looked like imagine Daredevil from season 1, though I haven't watched it I've seen the fight scenes and pictures. I actually realized that I had forgotten about Thor and Hulk, which is sad considering Spidey is one of Hulks best friends. As for Madame Web, most of the marvel universe actually doesn't know about her and even fewer know how to get in touch with her but she'll show up eventually I've already got some ideas in the making on that front. Actually I was planning on them appearing near the end of the Hero episode, with the name and all, you know? And I have some ideas on the aliens from the marvel verse. I haven't fixed that scene yet sorry ill try to do it when I have more time. Some spidey villains, like Venom, may be getting a Ben 10 makeover if you get my meaning. Actually I was thinking that Animo messing with the Symbiote may make it to where it can only bond to living organisms, for any other differences you'll have to wait and see (insert evil laugh).**

 **Death Fury: probably for a good reason :)**

 **Dark D Phoenix: hope you enjoyed this fun little update**

 **Thank you for reading and have a nice day!**


	10. Chapter 8

**Disclaimer: I do not own Ben 10 or Spiderman. They belong to their respective owners**

 **Chapter 8**

"So, this is one of the aqwardest things I've ever walked in on" Peter said as he swung into the building that the message said he was supposed to go to.

What he saw was Ben, he could tell by the symbol on the jelly fish aliens chest, in a Mana bubble trapped by Gwen

"Peter, can you stop staring and help!" Gwen said noticing who had entered

"Help who?"

"Kevin!"

"What am I helping Kevin with?"

"Rebooting the Ultimatrix!"

"Why?"

"Because Radd is in control of Ben's body and if we don't do anything Ben is going to die!"

"Oh, ok" Peter said still obviously confused

"Who's Radd?"

Gwen groaned

"One of the Andromeda aliens that were kidnapped by Aggregor! Now would you shut up and do something!"

Peter ran over to where Kevin was fiddling with some controls

"Here let me look" after both began messing with the machine it ended up finally getting the charge set and Kevin turned to Peter

"We need to get close enough to him to attaché these jumper cables to the Ultimatrix and cause a reboot. Didn't you have an electricity bad guy on your Earth? How would you get near him?" Kevin asked

"Usually I just made fun of his stupid starfish mask and threw lots of rubber things at him until he was either too mad to remember what he was doing in the first place or until I hit him with enough rubber that his powers were neutralized"

Kevin looked at him with a 'Seriously' expression

"What? Max wasn't the smartest light bulb in the pack"

"Tires huh?" Kevin said looking at the rubber tires behind him

"At least your story gave me an idea" Kevin ran up to the rubber tire and exorbed it before grabbing the jumper cables

"Now Gwen!" Kevin said as Gwen dropped the Mana shield and Radd/Ben swung at Kevin until he heard some TWIP sounds and found his tentacles webbed giving Kevin enough of an opening to attach the jumper cables to the Ultimatrix releasing a blinding blue flash.

"Well that was fun" Peter said getting up and seeing that Kevin was helping Ben up

"Good to see you alive and well" he said to the green clad hero

"You fools, you've signed all of our death warrants" Radd said from the ground. He got up and floated in the air

"HE is coming, I can feel it"

"Like you can literally feel him coming or you are completely paranoid and you can feel him coming?" Peter said like it was a completely normal question

"Then we don't have time to waste we can fight him together!" Ben said while the Ultimatrix kept letting them know that it was rebooting

"Wrong! I still have a choice!" and with that Radd disappeared through a light socket

"Well, he bailed on us" Peter said just as the building shook

"And that did not feel like an army of fluffy bunnies had found us instead of some psychopathic alien kidnapper"

Just then a man with a spear and long red coat fell through the ceiling

"The roof again, seriously? What, you've never heard of a door?" Kevin said

"Maybe they don't have doors on his planet and everyone jumps through roofs" Peter said only for Aggregor to send him an annoyed expression before blasting Kevin with red energy from his spear

"KEVIN!" Gwen said only for Aggregor to turn his spear towards her and sent an energy blast that Gwen tried and failed to stop, sending her across the room

Then Aggregor turned his attention towards Peter

"These three I know, but who are you?" he said pointing his staff straight at Peter

But before Peter could say anything Aggregor opened his mouth again

"It makes no difference" he then sent a blast towards Peter who leapt up sending a web blast straight into Aggregors eye's.

"WHAT IS THIS?!" he yelled firing wildly, sending Ben ducking to the ground whil Peter stood upside down on the ceiling.

"What, you've never saw a spider's web before?" Peter said as Aggregor clawed at the webbing with his free hand

"I'll make you pay for this child!" Aggregor roared

"BRAINSTORM!" came Ben's voice from a green flash and there was now a crablike alien in his place

"You may find that it is embarrassing to be faced with an intellectually superior foe" said Brainstorm as Aggregor finally pulled the webbing off of his face as Brainstorm sent a electric blast towards him who used his staff to exorb the energy and attack Braistorm with it

"Yes it is" Aggregor said

"Hey, don't forget about me!" Peters voice came as he push kicked Aggregor across the room. He turned and looked at Brainstorm

"You okay Ben?"

"I have a horrible migraine but I'll live" he said

"Not if I have anything to say about it" Aggregor said standing back up from where Peters kick had left an impression on the wall

"Why can't the bad guys ever go down with one hit?" Peter complained to no one in particular

"What's going on?" Gwen asked coming too

"Hah! Now it's three on one!" Peter said triumphantly

Then Ben timed out

"Ok two, but it's still in our favor!"

Then Aggregor was electrocuted from the back and thrown around the room

"I did not see that coming" Peter said as both Ben and Gwen nodded

The electricity finally took form showing Radd

"I could not let others sacrifice themselves for me when there was no true escape from Aggregor" Radd said before firing a blast of blue electricity to counter Aggregors red.

It went back and forth until Aggregor appeared to be winning

"Go now!" Radd said and suddenly Peters mind flashed back to New York City on _THAT_ day and remembered all those faces again, all those that died

"We won't leave you!" he said

But then his Spider Sense went off as Radd grabbed Aggregors spear and a ball of energy formed

"You don't have a choice" Radd finally said

Ben, Gwen and Peter reluctantly fled as the energy grew and then exploded, destroying the building

Kevin stood in front of the burning building

"At least I don't have to worry about getting the roof fixed" Kevin said"What happened to Radd?" Ben asked

"Aggregor got him just like he said he would" Gwen said

"Game over" Kevin said

"We can't just abandon them" Peter said

"And we won't" Ben said "The Ultimatrix has scanned all 5 aliens and we're going to use then to save them"

"I can get behind that" Peter said

The green mist appeared again in the distance

"Things will get much more complicated soon young Mr. Parker"

 **Another chapter done!**

 **So the next one will feature the marvel characters finally catching up with and meeting Peter Parker at some point. Now just to let you all know and to remind you that the Ben 10verse characters only really know what you do. That Green Goblin, Red Skull, and Doctor Octopus attacked New York while all the heroes were away except spiderman and that a large amount of people died and everyone is after Spidey. Now remember that there is more to the story that I haven't revealed and when I do some of you may not like how it appears on the surface but just remember that there is more to the attack on New York than you OR the Ben 10verse characters know.**

 **Now for Reviews!**

 **Death Fury: thanks!**

 **Rocker on: Peter singing the original Ben 10 theme sounds interesting, maybe I'll include it. Actually I think Cap N is more like Iron Man than Cap A, personally. Luckily Iron Man does not have a portal making sorcerer on his team so he has to do things the old, long way. Yeah, I was thinking some Spidey villains getting redone to fit in with the Ben 10 world. As for Venom you'll have to wait and see for him to pop up and it might not be in the way you expect. As for the Mechamorph armor I figure that may be the galvan equivalent to a military jet and may be something for the Galvan military or special forces to use**

 **Thank you for reading and please review**

 **Have a nice day**


	11. AN STORY NOT CANCELLED!

**Hey everyone!**

 **I am incredibly happy that so many people have read Ben 10: Ultimate Heroes and do not worry, the story is still ongoing and it is not cancelled.**

 **I decided to post this AN just to let you readers know that I will be updating this story as soon as I can but I have been extremely busy the last few weeks with my school stuff and recently had my finals, thankfully I passed all my classes, and I have been busy since then as well so I ask you all to please be patient.**

 **Now that that is over with I want to let you all know that I'm actually thinking of splitting the 'hero' episode into a two parter as this will show the meeting between some of the marvel and 10'verse heroes. So what do you think?**

 **And if you have any question, or comments then please let me know in the reviews and I'll answer them when I get the next chapter done.**

 **Thank you for your support and have a nice day**

 **Sincerely, Mentalist777**


	12. Chapter 9

**Disclaimer: I do not own Ben 10 or Spiderman.**

 **Ch 9.**

 **Hero Prologue.**

 **Captain Nemesis Tower**

Carl Nesmith, or as the world knew him, Captain Nemesis, looked at two monitors in the tower that served as his headquarters.

On the two screens was information about the two young heroes Ben Tennyson, A.K.A. Ben 10 and Peter Parker A.K.A. The Spiderman as the news networks had started calling him.

On one screen it showed a video of Ben Tennyson in an alien form that looked like a red giant with four arms fight against a snakelike creature as another part of the screen showed all the information he had managed to dig up on this form and it's weaknesses.

On the other screen was a video taken from someone's cell phone of the young man, Peter Parker, stopping two thugs from robbing a deli owned by an elderly couple.

Nemesis had watched dozens of video's on Ben Tennyson's aliens and had studied them and their powers, but it was this so called 'Spider-man' that aroused his interest currently. He was confident that he was a match for Tennyson, he was Captain Nemesis after all, but he didn't like unknowns and there was too much that was unknown about this 'Peter Parker'.

"Pull up power listing on Parker, Peter"

Suddenly a holographic screen appeared with all of the information he had been able to dig up on this 'Spiderman'.

His physical strength was incredible, he appeared to be able to easily lift 10-15 tons without straining himself.

He had measured him running at speeds of 200 mph.

His agility was off the charts, beyond anything that should be humanly possible.

He could walk up walls as easily as someone who could walk down a street.

And most amazing to him was that the boy appeared to posses some kind of extrasensory awareness of his surroundings, especially the threats in his vicinity.

He had found out that the boys webs were not organic and came from the small gauntlets he wore on his wrists.

He even noticed that the boy had decent hand to hand combat skills and after calling in a favor and sending a video compilation of him fighting, he had learned that the boy used a combination of Northern Shaolin Kung Fu, Tai Chi, Jujutsu, and Judo.

Put all this together and this boy could be a challenge to him, just as much of one as Ben Tennyson is.

Either way, no matter how much he studied them, one fact remained and that was that their popularity was rising and his was going down.

Everyone liked Ben Tennyson because of his flashy powers.

Peter Parker was liked because he went after street level crimes and simply helped people on the street, such as walking old ladies across the street or holding a car up while someone changed their flat tire.

Even so, he has been a hero for 20 years now and yet when these new heroes so up it's almost like he was forgotten and thrown aside by the public who had once adored him.

What he needed was something, anything that would get him back in the spotlight.

That's when he saw a news paper on his desk advertising a certain movie stars appearance at a book signing next week.

He smiled to himself.

That would work.

 **Will Haranhue's Studio**

Will Harangue was well known for his dislike of Ben Tennyson, and while he had mainly gone after Ben Tennyson he had at least said some things about the rest of his teammates. Except for one. Peter Parker, it wasn't that he liked the spider themed teenager, quite the opposite; he disliked him just as much as he disliked Ben. Why he simply never said anything was because he didn't have _anything_ on him. At least Ben destroyed something everywhere he went, but this Parker person kept property damage to a minimum, dealt with smaller level crimes that usually the police handled and just went around helping people. The more he looked the less he could find.

But he knew one person who could find out about someones past, even the stuff they had buried.

"Ann" he said to his secretary "Get Mac Gargan on the phone for me, tell him I have a job for him."

 **Streets of Bellwood, that night.**

"So in conclusion on my thesis on the lameness of purse snatching and how cliché it is, I would like to thank you for giving me the opportunity to state my view on the subject, Mr. Lame purse snatcher" Peter said to the man that was currently hanging upside down from a light pole.

After catching the would be purse snatcher, he had begun to talk like a professor at one of the many lectures he had attended going on about how ridiculous the crime was for the last 15 minutes,

"Um, excuse me Mr. Spider" the lady whose purse he had gotten back said

"Please, Mr. Spider was the spider that bit me"

"Well, uh, he's been unconscious the whole time you've been talking"

Peters eyes went wide

"What, really?"

The lady nodded as Peter face palmed

"So I just stood here basically talking to myself. I feel like an idiot"

It was at that moment that the police showed up. One of the officers got out and walked over to the lady to question her and the other walked over to Peter.

"Nice job kid, its handy having you around. This is a rough part of town so we're often shorthanded and can't get to things fast enough"

"Don't worry about it, I'm glad I can help" Peter said

"Trust me we appreciate it" the officer said with a smile

Peter actually liked the police of this world as they didn't follow what people like J. Jonah Jamenson had said.

Although for some odd reason Will Harangue had yet to even day anything about him yet.

"Is there anything you need help with?" Peter asked. The officer scratched his head.

"If you find anything out about a crimelord named Silvermane, let us know we've been after that guy for literal decades" the officer said

"Decades?" Peter asked with a raised brow

"Yeah, he took over his group back at the end of the golden age of organized crime, he was around long enough to make a name for himself but then the feds started taking down one crime family after another and silvermane is one of the few left standing"

Peter took in the information as he left

He was no stranger to fighting organized crime, he had worked with Daredevil and the Defenders against the Yakuza and the Mob and other groups, but they had modernized with the times. What the officer had described to him was a crime group that refused to change with the times, they were what was left of the old days, but this Silvermane guy had to be smart to still be avoiding the law after all these years.

Maybe Kevin knew something about him?

He'd ask him when he saw him next time.

Right now he needed to get home and study for a test he had in geometry tomorrow

Hey, he may be a superhero but he still needed good grades to graduate.

And this weekend was some book signing by one of those sparkly vampire movie stars and the entire Alien Force was going plus Kate, why he was being dragged along by his friends he didn't know, but Kate had told him yesterday after school that she needed to talk to them about something that dealt with all the weird stuff they were involved in.

If it was something too world shattering, he was going to scream.

Peter stopped mid swing when his Spider Sense told him he was being watched.

He turned in the distance but even with his enhanced spider vision, he couldn't see anything out of the ordinary.

 **On a rooftop in the distance.**

Three men were laid flat on the ground as they had ducked when their target had looked in their direction.

"I hate that kids Spider Sense"

"At least we weren't spotted"

"How can you tell Murdock?"

"His Heartbeats leveled out and he has resumed moving in his previous direction"

"Show off. Why did Rogers have us tail the kid anyways? Wouldn't it be easier to just walk up and talk to him?"

"The Captain does not wish for us to disturb his new life unless we have too, our main goal is to make sure that Iron Man does not take him back to our universe, if we can do that without his knowledge then it is the best course of action" a calm voice said

The wild looking man snorted at this comment "When Stark shows up theres no way Parker won't find out about it Rand"

"Be that as it may, this is Cap's decision and we should go along with what he says and follow his plan" Daredevil said

There was a moment of silence as the three of them looked in the direction Peter had left.

"After all, he did choose those of us trained by ninja in stealth to follow him."

"Actually I was trained by super Kung Fu Monks"

 **At an abandoned mill outside of Bellwood**

"You don't have to continue following us around" Steve Rogers told the person he was playing checkers with. "I remember that you said your husband and family live here"

"It's perfectly fine and after hearing what happened to that poor boy I can't help but want to help him. With your friend using his Mana to conceal this place it is unlikely the Plumbers will find you, lucky for you though as I'm not sure how they would feel about someone from your universe." Verdonna said as she moved a piece on the board.

"By the way I should introduce you to my husband, he likes playing this game too and you and him were only a generation apart and it would be nice for him to have more friends his age"

Steve just stared at her

Hadn't she just said that it would be a good idea to keep his distance from the Plumbers, only to turn around and tell him to be friends with their boss?

 **In a pocket dimension outside of time and space**

Professor Paradox was standing there waiting for someone when he saw a green mist appear

"My apologies on keeping you waiting" the mist had said

"Oh, it was no trouble at all. But you do know that you can lose that disguise now"

The green mist began to dissipate.

Professor Paradox smiled at the person in front of him.

"Finally we meet, Madam Web"

"The Pleasure is mine, I had heard stories of the legendary Time Walker but had never dreamed of actually meeting you" she said

"Ah, but you have close to seeing me many times, that ability to see possible futures and other dimensions is hard to avoid" he replied back.

"As much as I enjoy our talk we have more urgent things to discuss"

"Ah, yes" Paradox said thoughtfully "The good Captain and his comrades will be playing a much larger role shortly"

"That is not the only issue at hand, when you moved Young Peter here you left a trans-dimensional echo, normally this would be harmless, but Steve Rogers and his band have reopened it and come through and Tony Stark and Reed Richards are poking the dimensional barrier with a sharp knife, sooner or later things from both universes will begin falling into the other"

Madam Web leaned forward in her chair

"In a situation like this neither you nor I can see the outcome"

Paradox grinned at the elderly woman

"What's the worse that could happen?"

"I have learned from Peter that is one thing you should never say"

Paradox pulled a bag from his coat

"Gumball?"

 **In the Ben 10 Universe**

A brief, yet large tear in reality opened.

It quickly closed and the large monstrous being that came out of it looked around as if confused by its surroundings, before turning his attention in a direction before heading that way.

He could figure this all out later, but for now…

 **"** **GALACTUS HUNGERS!"**

 **Thanks for reading everyone!**

 **I'm sorry for taking so long to update this I really am. I hope you were all happy with this chapter.**

 **So as I stated earlier I was thinking about making this a 2 part story but I decided to make this a prologue for the hero episode. So far this story has been following the Ben 10 Ultimate alien storyline closely but during the 'Hero' part things will change more as the Marvel Universe and Peter makes bigger impact on the Ben 10 verse.**

 **As you have seen the green mist from earlier in the story was Madam Web. Galactus has appeared in the Ben 10 universe and I can't wait to explore his impact on Ben's universe. In the Marvel Universe virtually every world has an evacuation plan in case Galactus ever came to their world and the Ben 10 verse doesn't have a need for such an escape plan so the worlds there will be completely unprotected.**

 **Also who knows who Mac Gargan and Silvermane is?**

 **Now for Reviews!**

 **Cabrera 1234: you'll find out about MJ and Harry later. As for the pairing I already have that in mind.**

 **Death Fury: thanks!**

 **Johnathan: thanks for the complement. As for deadpool, I don't know as I have a hard time writing him but thanks for the suggestion.**

 **Rocker on: I'm afraid you would have to go to Galvan Prime to get one sorry. Not sure how his Spider Sense would interfere with Aggregor's powers? I haven't decided on an Electro villain yet but good origin idea!**

 **Hope you liked what the mist turned out to be, Madam Web!**

 **You'll find out about the Guardians next chapter. I've been saving them for the right moment. Azmuth will definitely like their technology but I don't know about it being more advanced.**

 **As you can see, in this chapter Nemesis is already studying them both and I thought the original fight wasn't as good as it could have been and that Nemesis would be more of a threat to Ben.**

 **I looked fail safe mechanism up but I haven't had much time to read it.**

 **And you are right he is risen!**

 **I'll try to get to collision of three worlds soon, I promise**

 **JTD3: I meant for it to follow the plot closely and his new friends were introduced early but they will play a larger role in future chapters. Also it will be during this that it will change a lot more from the normal story line.**

 **I think Peter only got knocked out once?**

 **I do take criticism into consideration and appreciate it.**

 **STRELOK474: I like to write as a hobby and had done it for years before deciding to do it on this site.**

 **I plan to keep going! Thank you for the support!**

 **Thank you for reading, please review and have a nice day!**


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